After the departure of Alan Slimak and Pete Martone, John Mark immediately began working on a new collection of songs. This time, he enlisted Mark Reiter of the Daycare Swindlers to play drums and record the drums and guitars. Retier also mastered the record.
The recording began in 2004, but did not finish until 2006, when John Mark wrote and recorded the last two songs (Lost Then Found and In My Bones) when he was living in Bangladesh that winter and spring.
The album includes some re-worked older songs, including Die Today, which was originally recorded as a demo in 2000 and appeared on the Magnatune.com
compilation Middle Age Suicide, and Inside My Head, which was written and recorded as a demo in 2002 shortly before John Mark joined the pop punk band Plan 15.